1
EXHIBIT 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AGREEMENT by and between W-H Energy Services, Inc., a Texas corporation
("W-H"), and Xxxxxxx X. Xxxxx, Xx. of Sugar Land, Texas ("Employee").
IT IS HEREBY AGREED:
1. Employment.
----------
a. For a term commencing effective as of March 29, 1999,
and extending to March 29, 2002, unless sooner
terminated as hereinafter provided, W-H agrees to
retain Employee in its employ, and Employee agrees to
remain in the employ of W-H, as Chairman of the
Board, President and Chief Executive Officer of W-H.
Employee will carry out his duties as Chairman of the
Board, President and Chief Executive Officer of W-H
and all its divisions and subsidiaries, subject to
the direction of W-H's Board of Directors (the
"Board"). For as long as Employee is employed as
Chairman of the Board, President and Chief Executive
Officer of W-H, he will devote his full productive
time, energy and ability to his duties, except for
incidental attention to the management of his
personal investments. Employee shall be allowed to
serve on the Board of Directors of other companies or
organizations so long as such participation does not
conflict with the interests or business of W-H or
require such involvement as to interfere with the
performance of Employee's duties hereunder which
shall be at the sole determination of the Board.
b. If W-H completes a public offering of its common
stock or completes a merger or other business
combination with a third party in which there is a
change in control (i.e. more than a 50% change in
stock ownership and board control) or any other
corporate transaction giving rise to acceleration of
the option for 27,300 shares granted to Employee as
of March 29, 1999 prior to March 29, 2002, then the
term of this Agreement shall at the option of W-H be
extended for a new term of three (3) years from the
effective date of such event and Employee will
provide the services described on Section 1(a).
2. Base Compensation The base compensation to be paid to Employee
for his services under this Agreement shall be $250,000 per
year, payable in accordance with the normal payroll practices
of W-H commencing March 29, 1999 and shall increase to
$300,000 per year commencing March 29, 2000.
3. Incentive Compensation. Employee shall be entitled to receive
incentive compensation up to a maximum of 100% of his base
compensation each year as shall be determined in the sole
discretion of the Board of Directors of W-H.
2
4. Fringe Benefits. W-H shall furnish Employee with all of the
fringe benefits made available by W-H to the executive
officers of W-H and its subsidiaries, recognizing that such
fringe benefits may be changed from time to time. In addition,
W-H will provide Employee with an automobile or automobile
allowance approved by the Board of Directors. W-H further
agrees to provide Employee the maximum insurance coverage
available under the life, accident and health insurance
programs of W-H now in effect or as amended in the future.
5. Death or Permanent Disability. In the event of Employees's
death or permanent disability, which disability in the opinion
of a physician selected by W-H renders him incapable of
performing the services contemplated under this Agreement, in
addition to the other provisions of this Agreement, the
following provisions shall apply:
a. W-H shall pay to Employee or the estate of Employee
the base compensation which would otherwise be
payable to Employee hereunder for a period of six (6)
months after such permanent disability or death
occurs.
b. The benefits provided for in paragraph (a) of this
Section 5 may, at Employee's selection, be paid to
his designated beneficiary or beneficiaries in lieu
of his personal representative.
c. Employee shall be entitled to all long-term
disability pay and death benefit protection provided
through W-H insurance programs in effect from time to
time.
6. Involuntary Termination. If W-H terminates Employee's
employment hereunder without Employee's consent, Employee
shall be entitled to receive only his base compensation
provided in Section 2 hereof for a period of twenty-four
months from the date of termination.
7. Termination Voluntary or for Cause.
Voluntary: In the event Employee voluntarily
terminates his employment hereunder he shall be entitled to
receive only his base compensation due on a pro rata basis to
the date of termination.
Termination for Cause: Any of the following events
shall be considered as cause for the immediate termination of
this Agreement by W-H;
a. Willful breach by Employee of any of his
duties hereunder resulting in materially
adverse consequences to W-H;
2
3
b. Misappropriation of funds or property of W-H
or any of its Subsidiaries; and
c. Conduct on the part of Employee which would
be materially adverse to the interest of W-H
or any part of its Subsidiaries.
In the event of the termination of his employment for
cause, Employee shall be entitled to receive only his base
compensation due on a pro rata basis to the date of
termination.
8. Assets Owned by Employee. Employee owns all of the furniture
in his office, his secretary's office, the W-H conference room
and certain other office equipment including file cabinets and
a computer which Employee shall be allowed to remove and/or
retain possession of in the event of his termination for any
reason.
9. Noncompetition. Employee will not, during the term of this
Agreement and for a period of two (2) years after his
voluntary termination of this Agreement, engage, directly or
indirectly, in any type of business in which W-H or any
Subsidiary is actively engaged in the state of State and
Louisiana, or in owning, managing, operating, controlling or
being employed by or participating in the management,
ownership, operation or control of, or be connected in any
manner with, any business in the states of Texas or Louisiana
of the type and character engaged in by W-H or any Subsidiary,
except that Employee may hold up to 2% of the outstanding
shares of any publicly held company engaged in such
competitive activities.
10. Termination of Previous Agreement. This Agreement supersedes
the Amended and Restated Employment Agreement dated August 11,
1997 which is hereby terminated.
11. Successor Companies. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of W-H
whether by merger, sale of assets or otherwise.
IN WITNESS WHEREOF, the parties have caused these presents to be
executed effective as of the 27th day of March, 1999.
W-H ENERGY SERVICES, INC.
By:
-------------------------------
Vice President
----------------------------------
Xxxxxxx X. Xxxxx, Xx.
3
